Are electronic signatures legally binding?

Yes. Electronic signatures are generally legally binding under the federal ESIGN Act (15 U.S.C. ch. 96) and state UETA statutes adopted by most states, provided intent, consent, attribution, and record retention requirements are met.

When is notarization required?

Notarization is typically required for recorded instruments like deeds; plain sales contracts rarely require notarization. Confirm local recording requirements and use RON or in-person notarization when recording is anticipated.

Can I use RON for a signed SPA?

Many states permit Remote Online Notarization with identity proofing and audio-video recording. Verify state notary rules and retention requirements before using RON for instruments intended for public recording.

Which signNow plan supports bulk sends and APIs?

signNow Business Premium includes bulk send; Enterprise and Site License tiers add advanced integrations, API and authentication features. Choose a plan that matches volume, automation, and compliance needs.

How do I handle HIPAA or sensitive data?

If the SPA involves protected health information, execute a Business Associate Agreement (BAA) and use platforms certified for HIPAA compliance. Ensure access controls, audit logs, and retention meet 45 CFR §164.530(j) requirements.

How can I correct errors after signing?

Minor clerical errors typically require an amendment or corrective addendum signed by all parties. For material changes, execute an amendment documenting the change, effective date, and signatures; consult counsel when in doubt.

Electronic Signature
Templates
Sales
Sales Purchase Agreement

Sales Purchase Agreement

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

SALES PURCHASE AGREEMENT

Parties and Contact Information

This Sales Purchase Agreement (the "Agreement") is made effective as of by and between the Seller and the Buyer identified below.

Seller (Name and Billing) Seller Address for Notices Seller Contact Buyer (Name and Billing) Buyer Address for Notices Buyer Contact

Recitals

WHEREAS, Seller is engaged in the business of selling the goods and/or services described in this Agreement; and WHEREAS, Buyer desires to purchase such goods and/or services on the terms and conditions set forth herein.

Sale Terms

Seller agrees to sell and Buyer agrees to purchase the goods and/or services identified in the Items and Pricing section below (the "Products") in accordance with the terms of this Agreement.

Items and Pricing

The parties acknowledge the following itemization of Products, quantities, unit prices, and line totals.

Item	Description	Quantity	Unit Price	Line Total

Subtotal Taxes Shipping & Handling Total Amount Due

Payment Terms

Payment shall be made in United States Dollars and is due as follows: payment due on or before . Late payments shall incur a late charge of on any unpaid balance.

Accepted Payment Methods

Wire transfer Credit/Debit card Check ACH / Electronic payment

Delivery and Risk of Loss

Delivery shall be made by Seller to the delivery address provided by Buyer on or about via . Unless otherwise agreed in writing, risk of loss shall pass from Seller to Buyer upon .

Inspection, Acceptance and Title

Buyer shall inspect the Products upon receipt and shall notify Seller in writing of any nonconformity or defect within days. Failure to notify Seller within the inspection period constitutes acceptance and transfer of title.

Warranties

Seller warrants that, for a period of from delivery, the Products will conform to the specifications expressly provided by Seller and be free from material defects in materials and workmanship. This warranty is exclusive and is conditioned on proper storage, installation and use by Buyer.

Warranty Details / Exceptions

Returns, Remedies and Refunds

If Products fail to conform to the warranty above, Buyer’s sole and exclusive remedies shall be, at Seller’s option, repair, replacement or refund of the purchase price for the nonconforming Products, subject to Seller’s receipt of prompt written notice and reasonable opportunity to inspect.

Return and Refund Policy

Limitation of Liability

Except for liability arising from Seller’s gross negligence or willful misconduct, in no event shall Seller’s aggregate liability under or arising out of this Agreement exceed . IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.

Taxes and Duties

Unless otherwise stated, prices do not include taxes, duties, levies or other governmental charges ("Taxes"). Buyer shall be responsible for all applicable Taxes, except for taxes imposed on Seller’s net income.

Confidentiality

Each party shall keep confidential the other party’s non-public business information disclosed in connection with this Agreement and shall not disclose such information except to those employees or agents with a need to know, or as required by law.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. The parties will attempt in good faith to resolve disputes through negotiation prior to commencing litigation.

Notices

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above by registered mail, courier or electronic mail (with confirmation). Seller notice address:

Buyer notice address:

Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior communications and agreements. No modification shall be binding unless in writing and signed by authorized representatives of both parties. If any provision is held invalid, the remaining provisions shall remain in full force and effect.

Seller

Printed Name:

By:

Date:

Buyer

Printed Name:

By:

Date:

What a Sales Purchase Agreement Is

A Sales Purchase Agreement (SPA) is a legally binding contract that records the terms for the sale and transfer of goods, business assets, or services between a seller and a buyer. The SPA identifies the parties, describes the assets, sets the purchase price and payment terms, lists representations and warranties, details closing conditions and deliverables, and prescribes remedies and indemnities. Properly drafted SPAs reduce ambiguity at closing, allocate commercial risk between the parties, and serve as the governing document for dispute resolution and regulatory or tax reporting purposes.

Why a Clear SPA Matters for Transactions

A clear Sales Purchase Agreement protects both parties by allocating risk, defining payment and delivery terms, and establishing remedies for breach. It supports financing or escrow arrangements, provides documentation for tax reporting, and reduces the likelihood of costly litigation.

Who Typically Prepares and Signs a Sales Purchase Agreement

Common users include buyers, sellers, brokers, escrow agents, and legal counsel involved in transactional sales and closings.

Buyers verify asset descriptions, payment schedules, and closing conditions before signing
Sellers document representations, warranties, indemnities, and identify exceptions in disclosure schedules
Brokers, escrow agents, and attorneys coordinate title work, deliveries, and settlement logistics

Parties should involve finance, title, or industry specialists for complex asset transfers; simpler transactions can use standard templates with careful customization.

Step-by-Step: Completing a Sales Purchase Agreement

Follow these steps to complete a Sales Purchase Agreement accurately and prepare it for execution, delivery, and any necessary filings.

01

Prepare draft: Draft terms, attach exhibits, and enter fillable field data
02

Review terms: Have legal and finance review for risks and tax treatment
03

Execute: All authorized signers sign and date; notarize if required
04

Distribute copies: Provide fully executed copies to parties, escrow, and counsel

Key Clauses Every Professional Sales Purchase Agreement Should Include

A comprehensive SPA organizes obligations, protections, and mechanics to reduce ambiguity and support enforceability across closing and post-closing phases.

Parties

Identify buyer and seller with full legal names, entity types, principal places of business, and authorized signatories; accurate identification supports service and enforcement.

Purchase Price

Specify total consideration, payment schedule, escrow or holdback amounts, deposit treatment, and any post-closing adjustments or earnout calculations for tax and cash-flow clarity.

Assets

Describe the assets transferred—inventory, equipment, IP, contracts—reference exhibits or schedules for serial numbers, excluded items, and condition at transfer.

Representations

Detail seller and buyer representations and warranties on authority, title, compliance, solvency, and accuracy of information, including survival periods and disclosure schedules.

Closing Conditions

List conditions precedent, required approvals, documentation to be delivered at closing, title requirements, and procedures for cure or termination if conditions are unmet.

Remedies

Specify remedies for breach, limitation of liability, indemnification mechanics, dispute resolution method, applicable law, venue, and injunctive relief options.

How to Customize an Online SPA Workflow

Configure your online workflow to automate field population, sequential approvals, and secure delivery of executed agreements for consistent and auditable closings.

Field	Configuration
Template Name	Create a reusable SPA template with locked core clauses and editable exhibit fields
Signer Order	Set sequential signing: seller, buyer, escrow, then counsel for document control
Authentication	Require email and optional SMS code or SSO for stronger signer verification
Attachments	Attach schedules, title reports, and exhibits as required PDFs for review and archive

Where to Send or File the Executed Agreement

After execution, the SPA and related documents go to the parties, escrow agent, lender (if applicable), and any registries required for recording or filing.

To Counterparty: Send executed copy to buyer and seller and confirm receipt
To Escrow Agent: Deliver signed SPA and escrow instructions for fund disbursement
To Lender: Provide executed documents required by financing covenants
To Registries: Record deeds or file UCC-1 financing statements where applicable

Technical and Security Considerations for eSigning and eSubmission

Digital signing and eSubmission require secure platforms, clear signer authentication, robust audit trails, and compatibility with common file formats and integrations.

File formats: PDF, DOCX, and Excel supported
Integrations: Salesforce, NetSuite, Google Workspace integrations
Authentication: Email, SMS, KBA, and SSO options

Important Dates and Deadlines to Track

Key dates and statutory deadlines affect tax reporting, escrow release, title recording, and post-closing obligations in a Sales Purchase Agreement; track them in the contract and calendar systems.

Effective Date entry deadline:

Date entered as MM/DD/YYYY dictates when obligations start

Closing date and deadlines:

Specify closing time, conditions, and late-closing penalty provisions

Escrow release schedule:

List exact triggers and dates for fund or document release

Tax reporting obligations:

Provide allocations for IRS reporting and collect W-9s when required

Recording and filing window:

Record deeds or file UCC statements within local statutory periods

Transaction Milestones from Offer to Post-Closing

Sequential milestones guide the transaction from initial offer through closing, funding, transfer, and post-closing obligations to ensure orderly performance and remedies.

01

Offer and Acceptance

Parties sign letter of intent or purchase confirmation to set basic terms

02

Due Diligence Period

Buyer inspects assets, reviews contracts, and requests disclosures or cure

03

Closing and Funding

Conditions are satisfied, funds exchanged, and transfer documents executed

04

Post-Closing Obligations

Survival of warranties, indemnity claims, and final accounting processes

Common Mistakes to Avoid When Preparing an SPA

Vague asset descriptions that omit serial numbers, attachments, or specific inclusions and exclusions, creating disputes at transfer
Missing or unsigned exhibits and schedules that the contract references, which can void promised disclosures or shift liability
Using an unauthorized signer or incorrect entity name on signature block, which may invalidate the execution or payment routing
Failure to specify exact payment mechanics, escrow conditions, prorations, or tax allocations, resulting in delayed closings or audit exposure

Penalties and Legal Risks from an Incorrect SPA

Tax penalties: IRC §6721: per-form fines

I-9 violations: 8 CFR §274a.2: $281–$2,789

Intentional disregard: Higher fines under IRC §6721

Contract damages: Compensatory and consequential damages

Notarization failure: May impair recorded instruments

Privacy breach: HIPAA exposure for health data

eSignature Solution Pricing Comparison for Sales Purchase Agreement

Comparing common eSignature vendors by starting price, trial availability, bulk-send support, audit trail, HIPAA compliance, and envelope limits can inform secure execution and distribution choices.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day free trial	Yes, trial available	Yes, trial available	Yes, trial available	Yes, trial available
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No cap	100 envelopes/user/year	Varies	Varies	Varies

FAQs and Troubleshooting for Sales Purchase Agreements

Answers to common legal, signing, and technical questions about executing a Sales Purchase Agreement, including eSignature validity and platform considerations.

Need help? Contact support

Are electronic signatures legally binding?
Yes. Electronic signatures are generally legally binding under the federal ESIGN Act (15 U.S.C. ch. 96) and state UETA statutes adopted by most states, provided intent, consent, attribution, and record retention requirements are met.
When is notarization required?
Notarization is typically required for recorded instruments like deeds; plain sales contracts rarely require notarization. Confirm local recording requirements and use RON or in-person notarization when recording is anticipated.
Can I use RON for a signed SPA?
Many states permit Remote Online Notarization with identity proofing and audio-video recording. Verify state notary rules and retention requirements before using RON for instruments intended for public recording.
Which signNow plan supports bulk sends and APIs?
signNow Business Premium includes bulk send; Enterprise and Site License tiers add advanced integrations, API and authentication features. Choose a plan that matches volume, automation, and compliance needs.
How do I handle HIPAA or sensitive data?
If the SPA involves protected health information, execute a Business Associate Agreement (BAA) and use platforms certified for HIPAA compliance. Ensure access controls, audit logs, and retention meet 45 CFR §164.530(j) requirements.
How can I correct errors after signing?
Minor clerical errors typically require an amendment or corrective addendum signed by all parties. For material changes, execute an amendment documenting the change, effective date, and signatures; consult counsel when in doubt.

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